Attendee Guide
Indemnifiable Losses
The Session Will Cover
- The definition of “loss” or “damages” in a private company acquisition agreement
- The impact of this definition on sellers’ indemnification obligations for breaches of reps, warranties, or covenants
- Different types of damages (e.g. out-of-pocket; diminution of value; and consequential, punitive, and incidental damages)
- Drafting considerations
- Buyer and seller perspectives
Instructions
Before the session, watch the following videos and read the exercise.
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Course
An explanation of how loss is defined in acquisition agreements, including the types of losses typically included (and excluded) from the definition. Features interviews with ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.
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Course
Indemnifiable Losses: Drafting
A look at how loss is defined in acquisition agreements, including a discussion of buyer and seller perspectives and negotiating positions. Features insights from ABA M&A Committee members Leigh Walton from Bass, Berry & Sims and Scott Whittaker from Stone Pigman Walther Wittmann.
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